Iasa chile bylaws

BYLAWS for the IASA Chile IASA-Chile

A Country Chapter of the International
Bylaws v 2.0
Association of Software Architects

ARTICLE I NAME, PURPOSE AND MISSION

Section 1. Name

The name of this organization shall be "IASA Chapter of the Software Architects of
Chile” (IASA Chile), a Country Chapter of the International Association of Software
Architects.

Section 2. Purpose

The purpose of this organization shall be to:

1. To contribute to the development of the Architecture of Software in Chile

2. To provide a means for professional interaction, problem solving, and
discussion of professional issues among local groups of IASA members.

3. To provide educational programs and support for the purpose of professional
development.

4. To provide improved access to IASA resources, including certification.

5. To increase the opportunity for member participation in IASA activities.

6. To provide a network to rapidly gain member feedback on issues of concern to
IASA committees and the Board of Directors.

7. To provide a readily accessible mechanism for regional program development.

8. To provide a locally effective membership recruitment mechanism.

Section 3. Mission Statement

IASA will be the preeminent knowledge-based association focused on the IT
architecture profession through the advancement of best practices and education while
delivering programs and services to develop highly qualified IT architects of all levels.
IASA rely on the following objectives in order to obtain goals:

• Education – Professional Career
• Skill and knowledge
• Advocacy
• Ethics
• Support the development of industry in Chile

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ARTICLE II MEMBERSHIP

Section 1. General Statement

Active members shall consist of individuals interested in goals and objectives of the
IASA regardless of race, creed, gender, or national origin.

IASA provides membership for both individuals and organizations. Individual
membership is called just that; membership. Organization membership is referred to as
sponsorship. Individual membership exists to improve the opportunities, resources and
prestige of the profession of IT architecture and all existing specializations (software
architect, business architect, infrastructure architect, enterprise architect, etc.).
Sponsorship exists to provide a feedback loop, financial and information resources to
the IT architect community.

Section 2. Qualifications of Membership

• Individual Member, that have Membership Levels:
o Associate Membership
o Professional Membership
o Master Membership

• IASA Fellows
• Honorary Member
• Organization membership

Section 3. Eligibility for membership

Application for voting membership shall be open to any individuals interested in goals
and objectives of the IASA regardless of race, creed, gender, or national origin that
supports the purpose statement in Article I, Section 2. Membership is granted after
completion and receipt of a membership application and annual dues. All memberships
shall be granted upon a majority vote of the board.

Section 4. Annual dues:

The amount required for annual dues shall be US$50 each year, unless changed by a
majority vote of the members at an annual meeting of the full membership. Continued
membership is contingent upon being up-to-date on membership dues.

Section 5. Rights of members:

Each member shall be eligible to appoint one voting representative to cast the member’s
vote in association elections.
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Section 6. Resignation and termination.

Any member may resign by filing a written resignation with the secretary. Resignation
shall not relieve a member of unpaid dues, or other charges previously accrued. A
member can have their membership terminated by a majority vote of the membership.

Section 7. Non-voting membership.

The board shall have the authority to establish and define non-voting categories of
membership.

ARTICLE III BOARD OF DIRECTORS

Section 1. Voting Members

All active individuals’ members of IASA Chile shall be voting members of the Chapter,
and may hold office and chair committees.

Section 2. Officers

All persons who are Chapter officers shall be members of the IASA. The officers shall
consist of a President, President Elect, Vice President, Secretary and Treasurer and shall
comprise the executive board of directors. The board of directors will be composed of
the elected officers and the respective committee chairman of each committee. The
President shall appoint, as needed, additional directors of the corporation as may be
required by law. The first board of directors will be elected for a term of 12 months. All
succeeding boards shall be elected for a term of one year. The board will assume office
on July 1, 2009 and hold office until June 30, 2010. The president-elect shall move
successively to the office of president on July 1, 2010.

Section 3. Elections

Annual elections shall occur during the first quarter of each year. Not less than sixty
(60) days prior to the annual election, the Chapter Nominations Committee shall present
via mail or at a regularly scheduled meeting of the active membership 1 – 2 candidates
for each elective office. In addition, other nominations from any active member may be
made in writing to the nominations committee, or from the floor at any regularly
scheduled meeting of the active membership, not less than thirty (30) days prior to the
annual election. Elections will take place by secret ballot at a regularly scheduled
meeting of the active membership. Active members who cannot be in attendance may
leave a written proxy vote with the President. Any proxy shall be executed in writing by
the member or his/her duly authorized attorney in fact. No proxy shall be valid after

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thirty (30) days from the date of its execution. Ballots will be tallied by at least two
members of the Nominations Committee and certified accurate by the President. The
candidate receiving the largest number of votes shall be declared the winner. The voting
results shall be forwarded to the IASA Central Office within thirty (30) days of the
tally.

Section 4. Duties of Executive Officers

A. President – The President/Chair shall be the chief elected officer. The President
shall preside at all regular and special meetings. The President shall have the
right to call special meetings of the active membership, upon at least fourteen-
(14) days written notice to each member. The president shall be an ex-officio
member of all committees.

Within 30 days of taking office, the President shall ensure that each committee
has at a minimum three committee members and that each committee has elected
a committee chair. In cases where a chairperson has not been elected, the
president shall appoint a committee chair. Within 30 days of taking office, the
President shall provide all standing and ad hoc committees with written charges.

If any executive board position should become vacant for any reason, the
President shall appoint an executive officer Pro Tempore until a special election
can be held for the purpose of electing a new executive officer. Such election
must be held within 90 days of the vacancy of the executive office.

B. President Elect The president-elect shall work with the president in all aspects
of his or her position. To prepare for assuming the office of president, the
president elect, shall preside at a minimum of one meeting during his or her time
as president-elect.

During the temporary absence of the President, the President Elect shall assume
the duties of the President Pro Tempore. If the office of President becomes
vacant for any reason, the President Elect shall immediately assume the office of
President. He/she shall succeed to fill his/her own elected term as President at
the end of the substitution.

C. Vice President The Vice President shall be responsible for maintaining
communications with each of the committee chairs and reporting the progress of
each committee to the President and President Elect. The Vice President may
determine the need for the creation of additional committees. If the Vice-
President determines such a need, the final decision for creation of a new
committee will be decided by majority vote of the executive board.

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D. Treasurer - The treasurer shall be custodian of the organization's funds; shall
supervise receipts and expenditures; shall render an annual statement to the
membership on the financial condition of the organization; shall prepare and
submit any reports required by law.

E. Secretary - The Secretary shall record and maintain minutes of all meetings;
shall have charge of all papers, archives, records and property; shall issue all
notices of meetings; maintain an up-to-date membership roster; and shall
provide periodic reports on the activities of the organization to the IASA Chile.

F. The terms of Immediate Past President may also be approved, and duties
allocated as determined by the Executive Board of Directors.

Section 5. Vacancies

When a vacancy on the board exists mid-term, the secretary must receive nominations
for new members from present board members two weeks in advance of a board
meeting. These nominations shall be sent out to board members with the regular board
meeting announcement, to be voted upon at the next board meeting. These vacancies
will be filled only to the end of the particular board member's term.

Section 6. Resignation, termination, and absences

Resignation from the board must be in writing and received by the secretary. A board
members shall be terminated from the board due to excess absences, more than two
unexcused absences from board meetings in a year. A board member may be removed
for other reasons by a three-fourths vote of the remaining directors.

ARTICLE IV FINANCES

Section 1. Funds

Funds may be derived from an annual rebate from the International Association of
Software Architects (IASA) only for those Chapter members who are also IASA
members. The amount of this rebate shall be determined by the Board of Directors of
IASA based upon the number of active members present in this organization. Additional
funds may also be derived from: dues collected from each active member, income from
educational programs; as well as grants from sponsors and CROS, and ads in your
newsletter and on the WebPage.

Section 2. Fiscal Year

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The fiscal year shall begin on the first day of January and end on the last day of
December of each year.

Section 3. Dues

Annual dues, whose amount shall be set by the active membership not to exceed
US$50, may be required of all active members. Dues collected from the founding
members of the chapter shall cover the 12 month time period of July 1, 2009 to June 30,
2010. From then on, dues shall be payable on July 1 each year and become delinquent
sixty (60) days thereafter. Any member delinquent in his or her dues may be removed
from the membership rolls. Dues from the founding members of the IASA shall be
collected at the time of election of officers.

Section 4. Loans

No loans shall be contracted on behalf of the organization and no evidence of
indebtedness shall be issued in its name unless authorized by a two-thirds majority vote
of the active membership.

Section 5. Authority

The active membership, by majority vote of those present at any regular or special
meeting, must approve any project requiring the expenditure of funds in excess of US$
100.

ARTICLE V MEETINGS OF MEMBERS

Section 1. Regular meetings

At least six regular of the members meetings shall be held per year, at a time and place
designated by the chair.

Section 2. Annual meetings

An annual meeting of the members shall take place in the month of April, the specific
date, time and location of which will be designated by the chair. At the annual meeting
the members shall elect directors and officers, receive reports on the activities of the
association, and determine the direction of the association for the coming year.

Section 3. Special meetings

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Special meetings may be called by the chair, the Executive Committee, or a simple
majority of the board of directors. A petition signed by five percent of voting members
may also call a special meeting.

Section 4. Notice of meetings

Notice of each meeting shall be given to each voting member, by e-mail and other
electronic means, not less than two weeks prior to the meeting.

Section 5. Quorum.

20% of active members present at any properly announced meeting shall constitute a
quorum.

Section 6. Voting

All issues to be voted on shall be decided by a simple majority of those present at the
meeting in which the vote takes place.

ARTICLE VI COMMITTEES

Section 1. Committees

Standing and ad-hoc communities shall function in an advisory capacity to the
President, President Elect, Vice President, Secretary and Treasurer. Committees may
develop and implement programs and policies authorized by the active membership.
Committees shall not independently contact other organizations nor secure or attempt to
secure funds from outside sources without the prior approval of the President.

Committee chairpersons shall report on their activities at least annually and at such
other times as directed by the President. The members of all standing committees shall
hold office until relieved by their successors. All committee chairpersons should
prepare a written report summarizing their respective committee’s activities during their
term of office.

Section 2. Standing Committees

Each committee shall be comprised of a minimum of three persons. Each committee is
responsible for electing a committee chairperson. Efforts should be made to elect a
chairperson that does not hold a position as an elected officer. In cases where the
committee does not appoint a chairperson, the president shall then appoint a chair

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person. Each respective committee chair shall provide an update to the vice president as
necessary.

Nominations Committee - The Nominations Committee shall be composed of the
President and two members, other than the members of the executive board, appointed
from the active membership. The Nominations Committee is responsible for reviewing
the credentials of interested members and preparing a final slate of candidates for all
elective offices.

Membership Committee - The Membership Committee will conduct an ongoing
recruitment effort that actively identifies potential new members. This committee shall
also develop a formal mechanism for encouraging research professionals who are non-
IASA members to join both the National IASA as well as the local IASA Chapter. A
summary of the effects of these efforts must be submitted with the Chapter's annual
report. The Membership Committee will also be comprised of a Specialty Track
Subcommittee that will be responsible for identifying specialty areas and promoting
their respective goals.

Publications Committee - The Publications Committee shall publish a newsletter and
will be responsible for maintaining electronic communications and a homepage for the
local chapter.

Education/ Program Committee - The Education/Program Committee shall be
responsible for identifying and targeting speakers for the IASA Chapter. This
committee shall also be responsible for confirming meeting locations, dates, times and
all other pertinent meeting arrangements.

By-laws Committee – The Bylaws Committee shall be responsible for reviewing the by-
laws on an annual basis and revising the bylaws as necessary. Amendments to these
Bylaws may be considered at any meeting of the membership. Amendments may be
initiated by a proposal signed by at least two (2) voting members, and shall be delivered
to the Chairman of the Bylaws Committee. Within thirty (30) days thereafter, the
Chairman of the Bylaws Committee shall send notice of the proposed amendment to
Executive Board of Directors. Such notification must be sent not less than thirty (30)
days prior to a meeting of the membership where such amendment is to be considered.
Amendments to these Bylaws shall be approved by a majority of votes cast. All
revisions to the Bylaws must be approved by vote of Committee chairpersons, except
when contrary to the Bylaws or any standing rule.

Fundraising Committee – The Fundraising Committee shall be responsible for
identifying means of raising revenue to support the expense incurred by local chapter.

Section 3. Ad-Hoc Committees

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Ad-Hoc Committees may be appointed at the discretion of the President, President Elect
or Vice President. Such committees shall remain active until they have accomplished
the purposes for which they were appointed or until inauguration of the succeeding
President.

ARTICLE VII COMMUNICATION

Section 1. Content and frequency

The IASA-Chile communication plan with IASA includes two Chapter activity report at
year, one on February and the other on July. This report includes the financial reports
and Membership Activity Reports.

Section 2. Author

The report will be presented by the president upon approval by the board.

ARTICLE VIII DISSOLUTION

Section 1. Dissolution

In order to dissolve this organization, the President must present a resolution
recommending that the organization be dissolved to the active membership. A proposal
for dissolution may be considered at a regular or special meeting of the active
membership only after thirty (30) days notice in writing is given to each member in
good standing. The resolution to dissolve shall be adopted upon receiving at least 80%
of the votes entitled to be cast by active members present at such regular or special
meeting. This organization shall not be dissolved while 20% of the members in good
standing dissent.

Section 2. Resolution

Upon adoption of the resolution for dissolution, this organization shall cease to conduct
its affairs, except insofar as may be necessary for the proper completion thereof, and
shall immediately cause a notice for the proposed dissolution to be mailed to each
known creditor and shall proceed to collect its assets and apply and distribute them in
equal parts in the active members.

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